


A Spider's Path

by Spoods



Category: Spider-Man - All Media Types, Warriors - Erin Hunter
Genre: AU, Cross fandom, Cross fandom ships, Gen, Includes OCs, Warrior Cats AU, spider-man au
Language: English
Status: In-Progress
Published: 2018-11-06
Updated: 2019-03-29
Packaged: 2019-08-19 14:53:52
Rating: General Audiences
Warnings: Major Character Death
Chapters: 3
Words: 8,775
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16536746
Author URL: https://archiveofourown.org/users/Spoods/pseuds/Spoods
Summary: Spider-Man's many adventures, translated into the world of Erin Hunter's Warrior Cats. Each chapter is a different story line.Spiderheart lives, learns, and grows up in his beloved AmberClan, all while mysterious forces and villains gather in the forest. Thankfully, allies are not scarce, and the young feline has some very interesting abilities of his own.





	1. Allegiances

**AmberClan**  
**Leader:**  
Applestar (Norman Osborn/“Green Goblin”)\- narrow-faced, russet tom with darker markings and green eyes

 **Deputy:**  
Quaileyes (Mendel Stromm)\- gray, thin, feeble tom with a white underbelly. Formerly Mapleclaw’s mentor

Medicine Cat(s):  
Brookpelt (Dr. Otto Octavius/“Dr. Octopus”)\- dark brown tom with a lighter brown chest and belly. Mated to Sweetrose

Sweetrose (Rose Octavius)\- pretty tabby molly with a white underbelly. Mated to Brookpelt 

**Warriors:**  
Spiderheart (Peter Parker)\- fluffy-furred brown tom with blue eyes

Mapleclaw (Harry Osborn)\- green-eyed, russet tom with darker markings on the head and muzzle

Lilystep (Mary Jane Watson)\- russet, fluffy-tailed molly with bright eyes and a white chest and underbelly

Greentail (Dr. Curt Connors/“The Lizard”)\- three-legged light brown tom with darker stripes. Formerly Spiderheart’s mentor

Nettlemouth (Flash Thompson)\- orange tabby tom with blue eyes

Foxcry (Eddie Brock, Jr./“Venom”)\- orange tom with a white muzzle and very long whiskers

Shaleclaw (Xavier Fareil; an OC)\- mysterious dark gray tom with strikingly green eyes  
**Apprentice:** Rapidpaw

Redclaw (Cletus Kasady/“Carnage”)\- dark russet tom with sharp eyes

Smokewhisper (Quentin Beck/“Mysterio”)\- black tom with a small white chest patch

Sparktongue (Max Dillon/“Electro”)\- orange tom with a lighter chest area  
**Apprentice:** Brawnypaw

Jack (Jack Kelly; “Newsies”)\- dark gray tom with darker stripes and green eyes. Formerly a loner  
**Apprentice** : Lightpaw

Tangleburr (Ned Leeds)\- striped orange tabby tom with a white chest. Mated to Sorrelflower  
**Apprentice:** Rufflepaw

Shinepelt (Gwen Stacy)\- pretty light-furred molly  
**Apprentice:** Tigerpaw

 **Apprentices:**  
Rufflepaw (Amadeus Cho/“Iron Spider”)\- small gray tom with intelligent eyes

Rapidpaw (Sam Alexander/“Nova”)\- sleek brown tom with darker markings

Tigerpaw (Ava Ayala/“White Tiger”)\- pretty brown molly with sharp green eyes

Brawnypaw (Luke Cage/“Power Man”)\- dark-furred tom with broad shoulders and large paws

Lightpaw (Danny Rand/“Iron First”)\- very light-furred tom with longer than average fur

**Queens:**  
Sorrelflower (Betty Brant)\- pretty tabby molly with bright eyes 

********

**Elders:**  
Jaythroat (J. Jonah Jameson)\- light gray tom with darker markings and long ear tufts

Silvertuft (Aunt May Parker)\- very fluffy, silver molly. Previously mated to Rowantail.

 **Deceased Cats:**  
Rowantail (Uncle Ben Parker)\- silver-furred tom with darker stripes and tufted ears

Otterface (Richard Parker)\- sleek brown tom with short fur. Mated to Briardapple

Briardapple (Mary Parker)\- slim, dark brown molly. Mated to Otterface  
Amberstar (Amberson Osborn)\- orange tom cat with piercing amber eyes. Founder of AmberClan

Rosewhisker (Emily Osborn)\- bushy-tailed, light-colored molly

 

 **Silver’s Gang**  
**Leader:** Silver (Silvio Manfredi/“Silvermane”)- aging gray tom with a white chest patch

 **Second-in-Command:** Ceasar (Ceasar Cicero)\- plump, stout, orange scottish fold. Former kittypet

 **Enforcer:** Mountain (“Man Mountain Marko”)\- large, broad-shouldered gray tom with black markings

 **Other (Misc. Cats):**  
Blackie (Blackie)\- black tom with crafty brown eyes

Shred (Random Maggia member)\- brown tom with many scars

Onyx (Random Maggia member)\- slender black tom

Twist (Random Maggia member)\- gray tom with black stripes

Lander (Random Maggia member)\- scrawny brown tom with wary eyes

Summer (Random Maggia member)\- once-pretty, scruffy molly with long legs

Chilton (Random Maggia member)\- large gray tom with a black patch on his tail

 

 **Fisk’s Gang**  
**Leader:** Fisk (Wilson Fisk/“Kingpin”)\- huge broad-shouldered black and white tom. Mated to Smoke

 **Second-in-Command:** Smoke (Vanessa Fisk)- sleek, pretty black molly. Mated to Fisk

 **Other (Misc. Cats):**  
Stag (Random member)\- long-legged brown tom

Olympia (Random member)\- short-furred black molly with white patches

Kari (Random member)\- white tom with gray speckles

Brom (Random member)\- orange striped tom cat

Gila (Random member)\- striped brown molly with a torn ear

Zee (Random member)\- black tom with brown markings 

 

 **Rogues/Loners**  
Wrinkletalon (Adrian Toomes)\- aged, hairless sphynx cat with black patches. Former kittypet called Adrian

Raven (Sergei Kravenoff/“Kraven the Hunter”)\- large black tom. Wears the pelt of a dead loner over his own fur


	2. Part I. Origins

**Summary for the Chapter:**

> Spiderpaw, a young apprentice of AmberClan, has his life changed forever when he is bitten by a tiny spider out in the forest.

Spiderpaw couldn’t breathe.  


The world around him was spinning, the den floor beneath his paws rumbling and pulsing like some sort of angry creature. His wide blue eyes were open but unblinking, incapable of even the slightest normal movement.  


Normal. How could anything be normal ever again?  


Spiderpaw was certain that he would stay there in the apprentice’s den, locked in place, staring at the back wall, for the rest of his life. He would never move again, never take a carefree breath, never frolic and play with Maplepaw, never snuggle into his aunt’s side as she told him stories of his parents’ adventures. Just the thought of doing any of these things that came so natural to him seemed utterly impossible.  


He was dead. His uncle was dead, and life would never be the same.  


Spiderpaw could still hear the panicked yowls and vicious snarls that had occurred just minutes ago. The scratchy, malicious voice of the rogue; the frightened wails of the kits; the confident, commanding meows of Rowantail; the horrified lamentations of his clanmates when he collapsed and ceased to breathe. They were branded into his brain, and he knew no matter how hard he tried, he would never be able to unhear them. Many moons in the future, when he was an elder, he was certain he would still be able to hear them as clearly as if the shrieking cats were right next to him.  


Who was he kidding? He would never become an elder. He would never even become a warrior. Though subconsciously he knew time would still march on, and he would continue to grow, at that moment it seemed as if he was locked in a moment that would never pass. His existence could not possibly go on without Rowantail.  


He suddenly heard light pawsteps at the entrance to the den, shattering his frozen moment of time. Whipping his head around, Spiderpaw was met with the sight of Maplepaw, his ears lowered and tail drooping, padding slowly inside.  


“Spiderpaw?” he asked quietly, his voice filled with sadness. “Are...Are you okay?”  


He shuffled forward a bit, seemingly unsure if he should approach his friend or not. Maplepaw clearly wanted to comfort him, which subconsciously Spiderpaw greatly appreciated; however, his mind was still in an upheaval, and his friend’s simple question broke the mental dam he’d hastily built, allowing all his volatile emotions to spill over.  


“Okay? _Okay?_ ” Spiderpaw hissed, his ears lying flat on his head and his eyes brimming with tears. “No, Maplepaw, I’m NOT OKAY! _Nothing will ever be okay again!_ ” Maplepaw shrank back, alarmed by Spiderpaw lashing out.  


“I-I’m sorry, I didn’t mean-”  


“Leave me _alone!_ ”  


Spiderpaw bounded past Maplepaw and out of the apprentice’s den, not waiting for his friend to say anything else. In the center of camp, nearly every other cat was gathered around Rowantail’s limp and lifeless body. His aunt Silvertuft’s mournful wails were the most predominant sound, and they thrummed in Spiderpaw’s ears as he raced past the group toward the entrance. AmberClan’s medicine cat, Brookpelt, who was hunched over Rowantail, raised his head in time to see the young apprentice race out of the tunnel of briar in a blur of brown. Alarmed, he shouted, “Spiderpaw? Spiderpaw, where are you going? Hey!”  


Spiderpaw paid no attention to Brookpelt or the sudden cacophony of voices calling after him. He burst out of the tunnel and continued running, blundering blindly into the surrounding forest without a thought of where he was going or how he’d find his way back. Vaguely he could hear the concerned meows of his clanmates behind him, but his whirling mind blocked them out. He could not think of anything but running, running far away from Rowantail’s body and death and the reality that he would never hear his uncle’s rumbling laugh again.  


Spiderpaw ran without regard for time or distance. He did not notice when the sun began to sink toward the horizon, or when the ground beneath his paws turned from soft grass to harder turf. The trees all looked the same as he bounded past them, and he didn’t register how their trunks were growing closer together, or how their canopies began to block out what little light was left.  
At last, after he’d run so far that his lungs felt like they would collapse, Spiderpaw stopped. He stood in the center of a cluster of oak trees and panted, tears streaming down his fur. Little choked sobs punctuated his labored breaths. Spiderpaw’s shoulders shook, the young cat finally allowing himself to properly express all the despair that filled his heart.  


“Rowantail,” he wailed, crouching down and wrapping his tail around himself. “ _Rowantail!_ I’m sorry! I’m so sorry!” Spiderpaw continued to sob, his eyes squeezed shut. Memories of the whole thing played in his mind, and the apprentice was unable to escape them.  


He remembered excitedly talking to Maplepaw and Lilypaw about his upcoming border patrol; he remembered the sudden shouts of Greentail at the entrance of the briar tunnel; he remembered the scruffy-looking rogue with scars all over his face bursting into camp, eyes hard and vicious. He remembered the crazed voice with which the rogue demanded all of the clan’s herbs and fresh-kill; he remembered Applestar stalking out of his den, ordering the rogue to leave or face the consequences; he remembered the rogue’s shifty eyes lighting up, as if with an idea; he remembered the rogue racing for the nursery, no doubt intending on using the innocents inside as leverage.  


He remembered Rowantail running out of the warrior’s den, commanding the intruder to back off and leave AmberClan’s camp. He remembered the rogue laughing and continuing to stalk toward the nursery. He remembered Rowantail leaping on the rogue, yowling a battle cry. He remembered the ensuing scuffle. He remembered the fur and blood flying everywhere. He remembered Rowantail’s sudden, strangled cry as the rogue slashed open his side, deeper than just a surface scratch, deeper than would ever be able to be healed. He remembered Rowantail’s body hitting the ground with a sickening thump.

He remembered his other clanmates finally rallying together in outrage to chase the intruder from their camp, then immediately racing to Rowantail’s side.  
He remembered himself standing with Maplepaw and Lilypaw across the camp, frozen in shock, unable to do a thing as his uncle ceased to breathe.  
Spiderpaw trembled with despair and rage and disbelief, more tears forcing themselves from his eyes.  


“I should’ve _done_ something! I should’ve done something!” he howled, throwing his head back. “I couldn’t protect you, I- I couldn’t help you! After a-all you did to protect me...I couldn’t even help you.”  


Spiderpaw sniffled, the stream of tears slowly trickling to a stop, though his eyes were still clouded.  


“I’m a coward,” he whispered. “I...I couldn’t move. If I had just helped Rowantail fight, w-we could’ve taken him. He couldn’t handle such a big cat by himself anymore. H-He needed help and I didn’t do anything. It’s my fault.” He let out another hoarse sob. “It’s my fault.”  


Slowly, Spiderpaw pushed himself to his paws and finally took a look around. Only then did he realize that he had no idea where he was; all he knew was that it certainly wasn’t AmberClan territory. Immediately, his grief was mixed with anxiety.  


“O-Oh no,” he breathed, whirling around in a circle. Everything looked identical in the dark. “Oh no... _no!_ ” His breaths became labored once more as panic settled in. “W-Where am I? Where did I go?”  


He trotted off quickly in one direction, but soon paused and tried another. No luck; there was no way for him to tell which way he’d come from. With a worried sigh, he plopped onto his hind legs and lowered his ears again.  


“Ooh, how could I have been so _mouse-brained!?_ ” he moaned. “I’m...I’m lost!”  


He began to cry again, albeit this time more softly, feeling as hopeless as he had while standing in the apprentice’s den. Then, out of nowhere, he felt a sharp pinch on his front paw.  
“Ouch!” he yelped, snatching his paw back reflexively. A brown thing with many legs the size of a small mouse dropped from it, then scuttled away into the darkness. Spiderpaw stared at the spot it had disappeared with wide, confused eyes.  


“A spider…?” he murmured. He’d never seen a spider that large before.  


_I thought I was the biggest spider around here_ , he thought, then was surprised that he was still able to manage some humor while dealing with such negative emotions. Then he promptly passed out, just as he began to hear far-off, faint voices calling his name.  


  


When Spiderpaw opened his eyes, he was in another place he didn’t recognize. It was a grassy clearing surrounded loosely by tall trees, but the trees looked...different, somehow. Their leaves seemed to sparkle like the moon that shone above, and the trunks appeared almost transparent. Ahead of him in the clearing was a small pool of water, and by that pool there was another cat.  
The cat was not looking at him; its back was turned, and it seemed to be gazing into the pool by its paws. Spiderpaw noticed with curiosity and a bit of confusion that this feline’s fur seemed to be almost...glowing. Little bright bits shone on its pelt, looking like tiny twinkling stars.  


_Stars. Stars... If there are cats made of stars, then this must be..._  


Spiderpaw’s eyes widened, and he let out a horrified gasp.  


“I’m dead!?”  


His frightened meow caught the other cat’s attention, and it quickly turned around and began padding toward him, a gentle smile on its face.  


“No, Spiderpaw,” it assured him in a high, lilting voice. “You are not dead.” Now that it had spoken, Spiderpaw could tell it was a molly. Her whiskers were rather long, and through the star bits he could see her fur was a soft silver color. On her chest there was a strange marking, a splotch with four little spokes radiating off it on either side.  


Trembling, Spiderpaw asked, “I-If I’m not dead...w-why am I in StarClan? This...this is StarClan, right?”  


The molly dipped her head.  


“Yes, this is StarClan. But you are not dead.” She sat down close to him, but not too close, and reached her paw out to touch his. “At this moment you are in AmberClan’s medicine den, fighting for your life. The poison of the spider that bit you caused you to go into shock.”  


“The spider,” Spiderpaw whimpered. So it had been poisonous. “A-Am I going to die, then? When the poison reaches my heart?”  


_What an ironic death that would be,_ he thought morbidly. _Killed by my namesake._  


“No, no, Spiderpaw,” the pretty molly said soothingly. “You will not die. That is not why you are here.”  


A bit of hope flowed back into the young apprentice. Then he became even more confused as he went over her words again.  


“Then...then why am I here?” he asked her. “Is there some other reason?”  


The starry feline nodded, her blue eyes shining just like her fur. She licked one paw and drew it over her ear, then shifted her weight a bit.  


“Taking you here was the safest way to ensure you would not be lost. And,” she continued, her voice taking on a more earnest tone, “it was the only way I could give my gift to you.”  
Spiderpaw stared at her uncomprehendingly.  


“Gift?” he echoed. “What do you mean, ‘gift’?”  


She smiled once again and padded closer, gently touching her nose to his forehead and closing her eyes. Rather than drawing away, Spiderpaw kept still and allowed her to do this, sensing that she meant him only good. As her nose made contact with his head, Spiderpaw instantly felt a warm wave spread throughout his body. He involuntarily gasped, and his eyes became even wider as the sensation magnified. His muscles seemed to relax but also get stronger, his footing became more sure, and his ears, eyes, and nose were suddenly heightened to everything around him. When at last the silver molly stepped away, Spiderpaw felt better than he ever had before.  


“Whoa,” he breathed, lifting up one paw and flexing his claws experimentally. He lifted his gaze to his starry companion, who was watching him with a kind expression. “What...what was that?”  


Instead of directly answering his query, she gazed off into the distance with a far-away look. “Spiderpaw, my name is Silverstem,” she said softly. “When I was about your age, I wandered very far away from my clan. No matter how much they searched for me, they could not find where I had gone. Our elders were suffering from a great sickness, so I, in my headstrong apprentice way, decided that I would go out and look for the cure and not come back until I found it. I didn’t know where it grew, but I knew it did not grow on our territory. I also knew that our medicine cat was so occupied with the elders that he would not be able to take time to go search for it.”  


Spiderpaw listened quietly. He didn’t know why she was telling all this to him, but he felt that the least he could do was be attentive. After all, whatever she had just done to him had in all likelihood saved his life.  


“So I went,” she continued. “I searched for several days, wandering over other clans’ territories while somehow avoiding detection, looking all over for the herb that would save our elders. In the back of my mind I knew what I was doing was dangerous, but I didn’t care. All I wanted was to help my clanmates. I forged on through rough weather, somehow fought off a rogue who challenged me for some prey, and earned many scrapes and bruises from my travels.  


“One day, perhaps a moon after my search had begun, I came upon the place where the herb grew. Overjoyed, I immediately raced to the patch of it and began to gather up the stalks in my teeth. In my haste, I failed to notice the spider that nested among the herbs; and, startled by the sudden upheaval of its home, the little creature leaped out and bit me squarely on the nose.”  
Spiderpaw straightened his back a bit, his ears perking up.  


She was bitten just like me.  


“Within seconds, I fell ill,” Silverstem recounted. “I collapsed to the ground in the patch of herbs, and my mind went black. But...I did open my eyes again. And when I did, I was in a place that I had never seen before.”  


“StarClan?” Spiderpaw guessed. Silverstem shook her head.  


“No, not StarClan,” she said. “At first I thought it was, but it was not anything like my clanmates had described it to me. It was...a very large place. A sort of rocky gorge, with sand at the bottom. I was very confused until I spotted another cat, just a few pawsteps away from me.” She chuckled here. “Well, perhaps I was still confused, but I felt just a little less frightened. I approached the cat slowly, but before I got there, he turned to look at me.  


He was very big and broad-shouldered, and the color of dark mud. There were white, thin lines that crossed over his fur, coating him from head to paws, and I couldn’t help but think how strange these markings were. His eyes locked onto mine, and they looked so deep and old, like they had seen countless things, good and bad. I stopped where I was, a bit intimidated by his gaze, and he opened his mouth to speak to me.  


“‘I have been watching you,’ he said. ‘You have proved yourself virtuous of heart and mind; in traveling all this way, facing great danger and foregoing your own safety, and doing it all for the sake of your loved ones, you have shown me that you are a particular kind of cat.’  


“Then he told me, ‘Step forward.’ Awed by what he had just said, I did as he asked. He bent down and touched his nose to my forehead, as I have just done to you. All at once I felt strength return to my bones, and I felt as if I could run all the way back to my clan. Curiously, I asked him, ‘What did you do? Who are you?’ And he replied, ‘My name is Spider. You have never heard of me, nor would you have been likely to; I very rarely visit this place. I was passing over in the skies when I saw you on your journey. You interested me, so I followed you along your path, all the way to this herbal patch. When I saw you fatally bitten by one of my own creatures, I felt I had to do something.’  


"Here he paused to take lick at his chest, and my own mind was spinning. I had indeed never heard of Spider, or of any other cats able to walk the skies besides StarClan; but he was right in front of me, speaking to me, so I had no cause to doubt him. When he finished licking himself, he said, ‘I have given you the speed, strength, and senses of the spider that bit you. You will not die; instead, you will awaken and find yourself stronger than ever before. This is my gift to you, for having such dedication to, and love for, your clanmates. Use it well, and only for the good of those around you. One day you may find another cat who is virtuous of heart and mind; if you do, pass along the gift I have given you. Perhaps then, the abilities of my creatures will continue to spread joy and goodwill.’”  


“Overwhelmed by all this cat told me, but extremely grateful to have been given such a gift, I bent my head and told him ‘Thank you’. He just nodded his head to me, and then suddenly I was back in the herbal patch, surrounded by the cure I needed. My whole body still felt as strong as it had in the place I met Spider. Filled with joy and gratitude, I gathered up the herbs and raced away back to my clan.”  


At last finished with her story, Silverstem smiled once again at the awestruck Spiderpaw, and gestured to her chest with her paw.  


“When Spider gave me his gift, this marking appeared on my chest. It’s his mark, the mark of his creatures. You have it now, too.”  


Spiderpaw looked down at his chest and was astonished to find that she was right: a brown marking, slightly lighter than the color of his fur, now adorned his fur. It was nearly identical to the mark on Silverstem, save for the color.  


He looked back at the heavenly cat and managed, “Silverstem...thank you. But...I don’t think I deserve this.” Spiderpaw shook his head in disbelief. “I mean, I wouldn’t call myself ‘virtuous of heart and mind.’”  


Silverstem looked amused.  


“Oh, no?”  


Spiderpaw shook his head again, looking bewildered. Silverstem chuckled lightly.  


“Spiderpaw, it amazes me how you do not see it in yourself. Did you not lament for your uncle today, wishing more than anything that you could have helped him in his struggle?”  
Immediately, Spiderpaw lowered his ears.  


“Of course I did,” he said, pain evident in his voice. “I’ll never forgive myself for what happened. If I had just forced myself to move, then maybe...maybe I could’ve helped him. It’s all my fault. I would give anything for it to have been _me_ who died instead of him. Rowantail left so many cats behind, and now they’ll be without him for the rest of their lives.” He hung his head, a few tears falling down his face again.  


Silverstem walked over to him and softly stroked his side with her tail.  


“You are a cat with a kind, generous heart,” she told him soothingly. “I’ve watched over you for some time now, Spiderpaw. I’ve seen you grow, and I’ve seen how you put others before yourself, always. There has never been a problem that you have not offered to solve. Rowantail was a great cat, and it is a terrible tragedy that he was taken from your clan; but it would be an even greater tragedy if you were to be lost, as well.”  


Spiderpaw sniffled and gazed at her, touched by her words. He wasn’t quite sure if he could fully believe them, but if he was being chosen to receive this incredible gift, then he certainly couldn’t refuse it. He knew that his uncle would want him to live, to continue bringing good to AmberClan and any cats in need. Rowantail would have wanted him to keep going.  
His mind made up, Spiderpaw took a deep breath.  


“Thank you, Silverstem. Thank you so, so much. I promise you, I’ll make you and Rowantail proud. I’ll help any cat who needs me, and I’ll keep my clan safe. You can count on me.”  


“I knew I could,” Silverstem purred, rubbing her head against his in a matronly way. “Now, it is time for me to bid you farewell. You must wake up.” She began to pad off toward the starlit pond, looking over her shoulder once to smile again at the apprentice. “It was lovely to meet you, Spiderpaw. One day, I hope we will meet again.”  


Spiderpaw opened his mouth to reply, but before he could, the clearing and Silverstem began to fade away. And then, everything was a white haze.  


  


“Spiderpaw. Spiderpaw, can you hear me? Can you hear me?”  


Spiderpaw blinked his eyes open groggily upon hearing the concerned voice of Brookpelt. He groaned and pushed himself to a lying position, and Brookpelt immediately let out a relieved sigh.  


“Oh, thank StarClan.”  


“B-Brookpelt?” Spiderpaw murmured. His vision adjusted and he could see the medicine cat hunched over him, looking at him with elation.  


“Spiderpaw! You’re alright! StarClan has answered our prayers!” Brookpelt meowed joyfully, placing some burnet down by his mouth. “Eat this, quickly. It will help you regain your strength. Don’t try to move just yet!” he said when Spiderpaw tried to get up. Brookpelt’s mate, Sweetrose, hurried to the mouth of the den after giving Spiderpaw a quick smile and called, “He’s okay! Spiderpaw is okay! He woke up!”  


Outside in the camp, Spiderpaw heard dozens of voices begin to swell, all of them sounding overjoyed. He began to eat the burnet Brookpelt gave him right as Maplepaw came bounding into the den. His friend skidded to a halt by Spiderpaw’s nest and grinned at him, unable to hide the tears in his eyes.  


“Spiderpaw, you’re alive!” he yowled, tail thumping the floor excitedly. “Oh, thank StarClan, thank StarClan you’re okay! I was so worried about you!”  


Spiderpaw swallowed the burnet and smiled weakly at Maplepaw.  


“Yeah, I’m alright, pal,” he assured him. “Don’t worry about me, heh.” He suddenly remembered his harsh words to his friend earlier, and he lowered his ears contritely. “Maplepaw, I’m real sorry about lashing out at you before,” he apologized. “It was wrong. Nothing that happened was your fault. I was just so overwhelmed about Rowantail that I let my emotions get the better of me. Can you forgive me?”  


Maplepaw laughed and swiped some tears away with his paw.  


“Are you kidding? Of course I forgive you, Spiderpaw! I understand. Thanks for apologizing, it means a lot to me.”  


Extremely glad to be reconciled with his best friend, Spiderpaw licked Maplepaw’s shoulder, and Maplepaw returned the friendly gesture. Then the other tom said, “Where in StarClan’s name did you go, Spiderpaw? And what happened to you? Tangleburr was on the patrol that found you, and he said it looked like you got bitten!”  


“I did,” Spiderpaw told him. “A spider bit my paw. It was a poisonous one, so I guess I blacked out. A patrol found me?”  


“How do you think you got back to the medicine den?” Brookpelt asked with a chuckle. Spiderpaw laughed a little as well.  


“You’re right, that would only make sense.” He looked up at the medicine cat. “Thanks a lot for healing me, Brookpelt. I’d probably be a goner without you!”  


Brookpelt made a troubled look, confusing Spiderpaw.  


“What’s that look for?”  


“I can’t understand it,” Brookpelt said. “The thing is, Spiderpaw, I didn’t heal you. At least, not fully. When I saw your bite and the condition you were in, I thought for sure all hope was lost. The most I could do was give you some assorted herbs and hope they were enough to bring you back from the edge of death. But...somehow, against all odds, a few minutes ago your breathing returned to normal. The swelling went down, and it was like all traces of your sickness vanished.” He shook his head. “All I can guess is that it truly was a miracle from StarClan.”  


Spiderpaw’s eyes widened as he listened to what Brookpelt said. He thought back to his heavenly meeting with Silverstem, and how she’d passed Spider’s gift of strength, speed, and senses to him. A glance down at his chest revealed that the spider marking he’d received was still there, clear as day. A huge smile flitted across his muzzle.  


_So it really did happen, then. I have the abilities of a spider. I really did receive Silverstem’s gift._  


“Yeah,” he said aloud, wrapping his tail around himself loosely. “I think it really was a miracle.”

**Notes for the Chapter:**

> I hope my adaptation of Peter's origin story works well, heheh! I know the inclusion of Spider and Silverstem were a bit off the beaten path, but trust me, they're not plot conveniences; you'll see them again eventually. ;3


	3. Part II. The Kit Who Collects Spider-Cat

**Summary for the Chapter:**

> Spider-Cat visits a young kittypet fan in his twoleg's nest.

Rudy was an average-looking kittypet. He was squat, wide-eyed, and more than a little tubby, causing his stomach to sway a little when he walked and a lot when he trotted at a quick pace through the halls of his twoleg’s nest. His coat was a muddy brown, with little black swirls looping over it in an almost intricate pattern. Though his fur had thinned in recent moons despite the fact that he was still only a kitten, and his bright amber eyes sometimes became rheumy, and he had quite a bit of trouble catching his breath, Rudy was as friendly a kittypet as one might ever meet. He cared for his twoleg very much, and she spent almost every moment of her day with him.

When Rudy’s twoleg did occasionally leave the nest, the kit would wait by the door, listen intently to ensure that she had actually left, then run as fast as his tiny little legs would carry him to the bedroom they shared. His twoleg always left the corner window open the tiniest bit to give him some fresh air and to cool down the house in the summer heat; this was just the right amount of space for a five-month-old kitten to squeeze through. Despite his slightly ponderous tummy, Rudy was always able to pop out the other side, allowing him to sit and gaze, awestruck, at the expanse of woods just beyond his house. He wouldn’t sit for long, though. After only a few minutes, he would usually hear the distinctive meow of Tangleburr, an intriguing forest cat that he had befriended a few moons prior when he’d first ventured out of the twoleg nest. The bird he’d been eyeing had gotten away, but Tangleburr’s friendship was even better than a quick meal.

Tangleburr, unlike most forest cats, saw no reason to look down upon kittypets. He was a wanderer, a curious tom who explored all that he could within the bounds of his territory. Tangleburr often sat with Rudy in the warm evenings and told him stories of the clan of cats that he belonged to, regaling tales of intense battles and prosperous times of peace. But the most interesting stories, and the ones Rudy asked Tangleburr to tell more and more persistently, were the mysterious incidents involving a tom only known as “Spider-Cat”. 

According to Tangleburr, nobody knew who this cat was. No one hardly ever saw him, in fact; whenever he did make an appearance, he moved so fast and disappeared just as quickly, leaving little time to even register his actual appearance. The few who did manage to get a glimpse longer than a few moments swore that his fur was entirely red and appeared sticky, almost like blood, and his scent was indistinguishable from whatever substance was on his pelt. The only thing that Tangleburr and his clanmates knew for sure about Spider-Cat was that he only showed up when there was trouble: during dangerously tense border disputes; when rogues attacked the camp; and even once when a few of the clan’s kits had accidentally fallen into the river. Every time, Spider-Cat was there in an instant to protect AmberClan and rescue any cat who needed help. 

When Rudy had questioned why the clan called him Spider-Cat, Tangleburr had chuckled and stated that the mysterious tom could cling to trees, rocks, and even cats just like the tiny arachnids that lived in their forest home. His strength and speed were next to none, and the way he moved simply reminded one of a skittering spider. 

From the moment that Tangleburr had first mentioned Spider-Cat, Rudy was obsessed. He couldn’t help but idolize a cat who not only had incredible power, not only had the abilities of another creature, but also used the gifts he had to help others. Spider-Cat was everything Rudy admired, and everything that he wished he could be.

Once Tangleburr knew how much the young kit adored the forest’s strange new protector, he made sure to bring little trinkets that he found at the sites of Spider-Cat appearances back to his kittypet friend. Slowly but surely, Rudy amassed an impressive collection of fur tufts, broken twigs, shiny pebbles, and various other items that had been from, touched by, or at least around, Spider-Cat. His prized possession was a single white whisker that Tangleburr promised had fallen from Spider-Cat himself in the middle of a raging battle with a rogue group. The kitten kept all of these wonderfully exotic baubles under his cat bed, which resided in his twoleg’s bedroom. Sleeping on them every night, he would smile and dream of running alongside Spider-Cat through the forest, feeling the wind whipping through his fur. Those dreams were his favorite.

As Rudy gazed out from his perch on the window sill at the forest, another feline suddenly landed very close to him. Startled, his fur puffed up and a little surprised yowl escaped his mouth as he turned to face who he thought was Tangleburr.

Instead of seeing the white and ginger tom, as he had expected, the sight of a completely red figure with a huge, fluffy tail greeted him. The red cat was smiling openly, and two bright blue eyes peered out from amongst all the scarlet. Rudy’s little heart sped up to twice its normal rhythm, his eyes growing impossibly wide as he tried to reconcile what was in front of him. He tried to speak, but words wouldn’t come. Luckily for Rudy, the red cat spoke first.

“Hi, Rudy!” the cat greeted warmly in a youthful voice. 

Rudy at last managed to get his voice back and said haltingly, “S-S-Spider-Cat…!” His breaths were coming faster and faster now. His small lungs began to strain, so he made an effort to slow down and take in just a little air at a time. Spider-Cat chuckled and patted the kit on his back gently.

“Whoa, careful there! Are you alright? You look like you’ve just seen a ghost!”

“Gosh, I don’t know!” Rudy meowed breathlessly. This was all too much for him. It was all too...impossible. “I-I hope I am!”

“I hope you are, too, because I’ve been wanting to meet you!” said Spider-Cat, shaking his fur out a bit and grinning at Rudy. The kit’s eyes somehow got even larger, and he took a tiny step back in awe.

“Spider-Cat wants to meet _me_?!” he squeaked. “I must be dreaming! Th-This can’t really be real!”

“Who’s not real, Rudy?” Spider-Cat questioned, tilting his head and twitching one ear. “Me? I assure you, I’m as real as they come! The one and only genuine Amazing Spider-Cat!” He stood up and leaped into the air, performing a rather impressive aerial flip before landing neatly back on the window sill. Then he chuckled. “Well, okay, nobody calls me ‘amazing,’ but it would be nice if they did.” He saw Rudy’s eyes, still troubled and confused, and decided that the kittypet needed more convincing.

“Not convinced? Alright, no problem! Have a look at _this_!” Spider-Cat wriggled under the miniscule space between the window and the sill and dropped to the bedroom floor before looking around. He then walked over to the wall, placed his two front paws on it, and walked straight up without so much as a flick of his tail. Rudy, watching from outside, flopped his mouth open and closed for a few seconds before squeezing in after him in a hurry. As Spider-Cat dropped to the floor once more, he asked, “Now do you believe I’m Spider-Cat?”

Rudy began to tremble in an ecstatic way, a smile breaking over his muzzle.

“Oh, YEAH!” he squealed. His trembling became more intense, and Spider-Cat noticed several tufts of fur falling from his coat and onto the floor.

“Whoa, easy does it!” he meowed, laying his fluffy tail on the kit’s shoulder. “Don’t wanna lose all your fur, do you?”

Rudy forced himself to stop shaking, but his smile was still as wide as the river on AmberClan’s territory that Tangleburr had told him about. 

“That...that was great!” he exclaimed. “That was greater than great! But how come-?”

“How come I came to see you?” Spider-Cat finished, twitching his whiskers.

“Yeah!!”

Spider-Cat shifted his weight as he sat down in front of Rudy, wrapping his tail neatly around his paws. 

“Oh,” he said, “I was passing through AmberClan’s territory when I overheard two cats talking about a kittypet at the edge of the forest. One of them said that he’d been coming to visit you a lot, and that you always wanted to hear stories about my adventures. I couldn’t pass up an opportunity to meet such a faithful fan! I even heard them say you had quite the collection! Could I see it?”

At Spider-Cat’s inquiry, Rudy began to bounce on his paws lightly. He couldn’t believe it; his idol was asking to see his collection! His most prized possessions, the things he valued above all!

“Oh boy, you bet!” Rudy mewed, scampering over to his bed. Spider-Cat followed, and when the kitten nudged the cat bed out of the way, he was greeted with dozens of little pieces of his history. “I have some of your fur,” Rudy explained, pushing the tufts of reddish fur over to his hero, “and some of the pieces of wood you broke when you landed on them, and a few of the pebbles that were near the river when you rescued those kits!”

Spider-Cat held his tail high in excitement, amazed by all that he saw.

“Let me see that!”

He placed his paw on the pebbles and the broken twigs, then nodded as if reminiscing about the places and times they had come from.

“Well, I’ll be! That’s a lot of stuff you have there! I never would’ve even thought that some pebbles or a twig that I stepped on would be so important to someone.”

“If you think that’s something,” Rudy said with a grin, “look at this!” He nosed the lone whisker over as well, then straightened up and swished his tail. “This is one of your whiskers! My friend Tangleburr said it fell out while you were fighting some nasty rogues!”

Spider-Cat bent down and sniffed the whisker, then absently pawed at his own muzzle.

“Judging from the smell, it is my whisker!” The older tom laughed, tossing his head back. “I didn’t even know it had fallen out until just now!”

Rudy giggled, and then the kit went quiet. Looking up at his idol, he tentatively said, “Hey, Spider-Cat...I’ve always wondered...how’d you get your powers? Were you born with them, or…?” 

Spider-Cat shook his head.

“No, I came by my powers purely by outside forces, Rudy. Believe it or not, I got the way I am today by being bitten by a deadly spider!” Rudy’s eyes widened again.

“Huh??”

“I know it sounds crazy, but it’s true. I got lost in the forest one day, and while I was trying to figure out which way to go to get back home, a big brown spider bit me right on my paw. It made me deathly ill, and I nearly died. But...while I was unconscious, I met a peculiar she-cat in what I know for certain was StarClan.”

“StarClan?” Rudy gasped. Tangleburr had told him a bit about StarClan. Though he didn’t grasp the concept entirely, he knew it was a sort of afterlife for forest dwelling cats. Spider-Cat nodded.

“Yes. Her name was Silverstem. Silverstem told me that she’d gotten strange spider powers after her own near-death experience, when she met a cat who just called himself ‘Spider’. But, ah, that’s another story.” He rearranged himself more comfortable before continuing on.  
“Anyway, Silverstem gifted her powers to me, and a short time later I woke up at my home. When I got back on my paws after a day or so, I realized I could do incredible things. My strength was increased tenfold, and I could stick to things! And oh, boy, I was the fastest cat in the forest!” Spider-Cat laughed. “I’d become a kind of feline-spider hybrid. The only thing I couldn’t do was spin a web.”

“Does that make it hard for you to fight bad cats?” Rudy asked curiously. 

“Nahh, not really,” Spider-Cat replied. “I can just jump up into the trees to get the drop on them from above!” He picked up Rudy by his neck scruff and swung him onto his back, then bounded to the wall again and padded right up the side. Rudy clung to Spider-Cat’s fur with his tiny claws and emitted a gleeful yowl. 

“Wheeee!” he cried. “This is so neat!!”

“How do you like being up high?” Spider-Cat asked, looking over his shoulder at the exhilarated kit.

“A lot!” Rudy chuckled. “It must be great to be Spider-Cat!” Once the two had made it across the ceiling, Spider-Cat gently walked back to the floor and allowed Rudy to hop off. Shaking out his thin, patchy fur, Rudy asked, “Spider-Cat, what made you decide to defend AmberClan? How come you decided to use your powers and stuff to help everyone, instead of, I don’t know- making your own clan and getting all the prey you wanted?” Spider-Cat’s ears suddenly drooped, and he lowered his eyes to the ground.

“I was afraid you might ask that,” he sighed. “See, Rudy, the day I got my spider powers, something terrible happened. While I was occupied, a ruthless rogue forced his way into AmberClan’s territory. He surprised the whole clan, and a cat who...meant a lot to me tried to stop him from getting to the nursery. He overwhelmed him, and that innocent cat died.” To Rudy’s great surprise, Spider-Cat’s shoulders started to shake slightly, and his head bent even more. “If I had just done something to help that cat, instead of just standing there like a frightened kit, he wouldn’t have gotten killed. But no, I was too afraid! I just couldn’t make myself move. I should’ve, I should’ve forced myself to help-” He sighed deeply and swiped his paw at his eyes, which had become moist.

Rudy lowered his ears and padded closer to Spider-Cat, pushing himself into the older tom’s side to try and comfort him. 

“And that’s why…?” he asked quietly. Spider-Cat sniffled and smiled slightly down at Rudy, touched by his concern.

“Yeah, that’s why I swore to myself that I would use my powers for good. I may not have been strong enough, or fast enough, to do anything before, but now there’s no excuse for me to sit idly by. I can and will do anything to protect the innocents of the forest. Nobody else will get hurt if I can help it.”

Spider-Cat stood and arched his back, flexing his claws into the carpet. Looking back to the somber kit, he laughed bleakly.

“Maybe you should have chosen someone else to start a collection about, Rudy.” Rudy pricked his ears up and shook his head.

“Hey, come on, don’t be so hard on yourself!” he protested. “I know you messed up, but at least you’ve tried to make up for it. Besides, I would’ve frozen in that situation, too. I couldn’t imagine fighting a big, scary rogue.” He shivered.

“I’ll be making up for it for a long, long time,” Spider-Cat murmured, seemingly to himself. Wanting to cheer his hero up, Rudy raced back to his collection and meowed, “Come on, I got lots more stuff to show you!” The older cat shook himself out of his daze and went back to Rudy, who was eagerly pushing over a bigger piece of wood with dozens of scratch and bite marks on it. Immediately recognizing it for what it was, Spider-Cat blinked in surprise.

“Wow! This must be a branch from one of my big scuffles!” 

“Yeah!” Rudy said, puffing his chest out proudly. “I wish I could’ve seen you dodge those rogues! I’ll never figure out how you do that!” 

Spider-Cat glanced from side to side, then leaned down close to the kit and lowered his voice.

“Well, part of it is speed, of course. But, if you can keep a secret...there’s a special ‘sense’ that I have that goes off whenever I’m in danger. It’s a kind of subconscious thing that just happens without any prompting from me. Whenever I feel the tingling in the back of my head, I know I gotta move. It’s better than having eyes in the back of your head.” 

Rudy was once again awestruck at the knowledge he’d just gained.

“Wow!!” he squeaked. “That’s super cool!” He turned back to get a few more trinkets, but then he suddenly paused. “Spider-Cat,” he started, “can I ask you something?”

“Sure!”

Rudy scuffed his front paw along the carpet, and his little nearly-hairless tail thumped lightly.

“Does it ever bother you that some of the cats in AmberClan think you’re bad?” Spider-Cat nodded in a knowing way.

“Ahhh, that,” he meowed. “Honestly, Rudy, it doesn’t get to me too much. Sure, sometimes I hear a few of them badmouthing me, especially one of the grumpy elders-”

“Jaythroat!” Rudy cut in, laughing. Spider-Cat laughed along with him.  
“Yeah, that’d be him! Good ol’ Jaythroat. He’s about the worst of them, I think, in terms of labeling me as some kind of menace. A few of them can be wary sometimes, but I think a lot of them do really appreciate what I do. And it feels real good to be able to keep those cats safe.” Looking up through the window and noticing that it had become quite dark out, Spider-Cat stood and yawned. “Well, Rudy, I could do this all night, but I have places to go...and you ought to be getting to sleep! Okay?”

Rudy dipped his head, and though he seemed a tiny bit disappointed that his idol was leaving, he still smiled. 

“Okay!” 

He hurriedly gathered up all his treasures and swept them under the cat bed, then placed it back in its rightful spot and hopped in. As he snuggled down, Spider-Cat touched his nose to the kit’s head in a brief, friendly goodbye.

“Sleep tight.”

“I will.”

Spider-Cat smiled gently, and then the red tom turned and padded back toward the open window. Before he could leap up to the sill, he heard Rudy’s sleepy voice behind him. 

“Spider-Cat?”

“Yes?”

“Will you tell me who you really are?”

Spider-Cat stood facing the window for a short while, thinking over what the kitten had asked of him. Finally, he turned back and went to his bedside, crouching down beside it.

“Now, Rudy,” he said carefully, “you know that’s my greatest secret. If cats knew who I really was, I’d never have a moment’s peace… All of my friends would live in constant danger.”

Rudy looked up with imploring eyes, eyes that seemed to beg with all of Rudy’s soul.

“I know...but...but I’d never tell another soul that I knew as long as I lived...not even Tangleburr! Honest!” 

Spider-Cat looked down at his paws, a turmoil roiling inside him. He wanted to tell the kit, really he did, but keeping his true identity a secret was something very important to both his safety and the safety of those he loved. 

“I believe you, Rudy, but I can’t! I…”  
Looking into Rudy’s small, pleading face, seeing the desperation and longing etched on it...Spider-Cat just couldn’t say no. Not to the kitten who adored him more than anything else. Not to Rudy.

“Rudy…”

Taking a deep breath, Spider-Cat licked at his paw, then scrubbed it quickly over his face. It took a short while, but as he continued to rub, the red on his fur slowly melted away to reveal fur the color of an oak tree. Rudy gasped quietly, hardly able to believe what was happening. He was seeing Spider-Cat for who he truly was. He was seeing the real face of Spider-Cat.

“My name is Spiderheart,” said Spider-Cat, placing his berry-stained paw back on the floor. “I use berry juice to disguise my fur so that no one will recognize me, through looks or through scent. I’m a warrior of AmberClan.”

Rudy jumped up inside his bed and placed his paws on the side, eagerly staring up into Spiderheart’s face with a look of pure joy. 

“Oh, wow, no wonder you wanna protect AmberClan!!” he exclaimed. “No wonder Tangleburr always sees you near his territory! Oh my gosh, oh my gosh!” He giggled. “So that means old Jaythroat is talking bad about one of his own clanmates!”

“Uh-huh,” Spiderheart chuckled. Rudy grinned.

“Boy, that’s great! I wish we could tell him!”

“I know,” Spiderheart agreed. “I do, too…” He suddenly became serious again. “But we can’t. You can’t tell anyone I was ever here, especially Tangleburr, okay?” 

Rudy nodded vigorously.

“Don’t worry, Spiderheart. I understand. It’s our secret! Forever and ever...I promise.” He wiggled a bit, his energy and excitement levels still at the max. Spiderheart’s shoulders hitched again, but he quickly settled back into a normal position and smiled at Rudy. This smile, however, seemed almost...sad. 

“Yeah. I guess that makes us buddies, then!” He leaned in once again and rubbed his forehead gently against Rudy’s. Rudy squeaked happily and rubbed his head furiously back against Spiderheart’s. 

“You bet, Spiderheart! Buddies ‘till the end!”

A few tears began to trail down Spiderheart’s fur, trickling off his fluffy cheeks and plopping onto the carpet below. Not wanting Rudy to see this, he closed his eyes tightly until the wetness had gone, then pulled back.  
“Hey...it’s really...getting late now,” he said a bit haltingly. Spiderheart swallowed. “I have to get moving, and you have to get to sleep!”

Rudy settled down into his cat bed once again, curling up into a little ball. He looked up at Spiderheart with a beaming smile and flicked his ears.

“Okay! G’night, Spiderheart!”

Spiderheart stood gazing at Rudy for a few moments, his eyes unreadable. 

“Take care of yourself, Rudy.”

Nodding once to the young cat, he hopped up onto the sill with ease, squeezed out under the sliver of open window, and took off into the night. When Spiderheart had gone only a few feet into the cover of the trees, he stopped by a large root and hunched his shoulders as sobs wracked his body. The tears fell freely now, and as he cried he thought to himself how brave, and kind, and strong a cat Rudy was. 

Rudy’s adoration for him was not the only thing he had heard about from Tangleburr and another clanmate while listening in from the trees; he’d also heard the sad tone that Tangleburr had taken on when speaking of what he’d discovered when hearing Rudy’s twoleg speaking inside the nest one night. According to Tangleburr, Rudy had something called “Feline Immunodeficiency Virus”; it attacked the immune system of all cats who contracted it, and the survival rate was not high. Rudy’s twoleg had broken down in tears that night, repeating, “He’s only got two weeks...my God, he’s only got two weeks.”

**Author's Note:**

> Spider-Man and all associated Marvel characters belong to Marvel Entertainment.
> 
> The Warrior Cats series belongs to Erin Hunter.
> 
> Jack Kelly and all associated Newsies characters belong to Disney.


End file.
